27 Oct 2026, 10:43 am
The proposed EU Inc. regime may provide an attractive and efficient legal framework for European businesses looking to expand their operations into Poland.
The EU Inc. regime, proposed by the European Commission earlier this year, is still subject to agreement by EU lawmakers. However, if it is enacted as proposed, it would introduce a new corporate legal framework that companies will be able to opt into – allowing them to set up in an EU country and operate across the entire trading bloc in accordance with that single ‘28th corporate regime’, rather than navigate 27 different national frameworks as they need to do so currently.
Below, we examine the EU Inc. proposals in more detail and explore how they compare to the existing corporate regime in Poland.
The closest Polish equivalent to EU Inc. is the simple joint-stock company, the prosta spółka akcyjna (PSA). The PSA is a capital company that can be incorporated by one or more persons for any lawful purpose. The shareholders are liable only for obligations expressly provided for in the articles of association and bear no personal liability for the company's debts. It was specifically designed for start-ups and innovative businesses and shares several features with the proposed EU Inc.
PSA has a nominal minimum share capital of PLN1 (approx. €0.23), acceptance of work and services as contributions, flexible governance – offering a choice between a management board and a one-tier board of directors – and a solvency-based approach to distributions. Even though it was introduced by Polish law more than five years ago, we do not see PSA as a particularly popular form of commercial company in Poland.
The standard limited liability company – spółka z ograniczoną odpowiedzialnością (Sp. z o.o.) – is also a relevant reference point as it remains the dominant vehicle for small and medium-sized enterprises (SMEs) in Poland.
EU Inc. is most likely to be adopted by internationally oriented businesses for whom a pan-European, jurisdiction-neutral structure offers a genuine operational advantage. For the typical Polish SME or domestic startup, there is little incentive to switch from a well-understood local form.
EU Inc is likely to be most appealing to start-ups and scale-ups planning to operate or raise capital across multiple EU jurisdictions, especially those for whom a single recognisable legal form is more efficient than a network of national subsidiaries. International groups wishing to establish a Polish-connected holding or operating entity within a pan-European structure may also find this framework helpful. It may also be attractive for non-Polish EU founders, or non-EU founders, that are less familiar with Polish law and prefer a standard EU-level form over navigating domestic requirements, as well as venture capital-backed companies where investors prefer a harmonised legal framework across portfolio jurisdictions.
The incorporation process for Polish companies varies depending on the form and typically includes the following steps:
The key difference between PSA and Sp. z o.o. at this stage is that the PSA requires only the minimum statutory amount (PLN 1) to be contributed before registration, whereas the Sp. z o.o. requires the entire share capital – a minimum of PLN 5,000 – to be contributed upfront, subject to the narrow exception for the online template route described below. Both companies can operate once the articles of association are executed and before registration in the commercial register, which typically takes from seven days to a couple of weeks.
EU Inc. can be incorporated through three routes:
All routes are subject to mandatory preventive control – administrative, judicial or notarial depending on the member state – conducted online and within the applicable deadline. Registration requires submission of a harmonised application form, which is completed and signed electronically by the board members, as identified via eIDAS-compliant means, together with the articles of association. EU Inc. acquires legal personality only upon registration in the business register.
Both the Sp. z o.o. and the PSA are available in two procedural routes – via notarial deed and online template – with materially different timelines. For the online template route (S24), both forms can be incorporated using a government IT system, with the articles executed electronically and verified by qualified e-signature, trusted profile, or personal electronic signature. For the notarial deed route – the default and, for many, the preferred route – the process involves scheduling a notarial appointment, executing the deed, and filing with the court registry.
EU Inc.'s 48-hour target is a meaningful improvement over both Polish forms on either route. The gap is most significant compared with the notarial-deed route, which remains the standard for transactions involving non-cash contributions or bespoke articles.
Both the Sp. z o.o. and the PSA require the articles of association to be executed in the form of a notarial deed as the default. An online option is only possible for persons either holding a Polish PESEL number or having an electronic qualified signature. An online template route (S24) is available for both forms, using an electronic signature without notarial involvement, but it carries a significant restriction: only cash contributions may be used to cover the initial share capital or, in the case of the PSA, shares of the first issue. EU Inc. proposes to remove the notarisation requirement entirely, for all types of contributions – a genuine and material simplification compared with the default position under both Polish forms, particularly benefiting founders contributing non-cash assets.
The formal requirements for transferring shares or interests differ significantly across all three forms, and this is an area where EU Inc. offers a material practical advantage.
In a Sp. z o.o., a transfer of shares must be made in written form with notary certified signatures. The articles of association may make a transfer conditional on the company's consent – typically granted by the management board or shareholders meeting.
In a PSA, a transfer of shares requires only documentary form – a lower form requirement than the notary certified written form required for the Sp. z o.o. However, the transfer takes effect only upon entry of the new shareholder in the shareholder register maintained by an external entity. The articles of association may restrict transfers by requiring the company's approval. The articles may also create statutory pre-emption rights for existing shareholders.
In EU Inc., the regulation expressly prohibits member states from imposing additional formalities, including notarisation, on the transfer of shares. Transfers are made entirely online and take effect upon registration in the company's digital share register, which is publicly accessible and held by the company, so the effectiveness of the transfer is not dependent on a third party. The articles of association may impose restrictions on transferability, including approval requirements and pre-emption rights in favour of existing shareholders. This is a significant practical simplification compared with both Polish forms, particularly the Sp. z o.o., where notary certified signatures remain the default requirement.
EU Inc. also offers some differences in capital requirements and capital maintenance rules compared with other types of Polish companies.
For Sp. z o.o., traditional capital maintenance rules apply. Contributions may not be returned to shareholders, in whole or in part, during the life of the company, and shareholders may not receive payments from company assets that are needed to fully cover the share capital.
The PSA has moved to a solvency-based distribution framework. Distributions to shareholders may not reduce the share capital below the statutory minimum of PLN 1. More importantly, a distribution may not be made if it would, under normal circumstances, cause the company to lose the ability to meet its due monetary obligations within the following six months.
For the proposed EU Inc. regulation, all distributions to shareholders require a declaration signed by all members of the management board confirming a balance sheet test, where assets exceed liabilities and capital after the distribution, and a solvency test, whereby the company will be able to pay its debts as they fall due in the ordinary course of business within the following 12 months after the distribution. The 12-month look-forward period under EU Inc. is materially longer than the six-month period under the PSA.
For Sp. z o.o., non-cash contributions or contributions in kind are permitted as long as the articles of association provide so, but the subject matter of a non-cash contribution may not be an inalienable right or the provision of work or services. Work and services are therefore excluded from the outset.
For PSA companies, non-cash contributions may be "any contribution with economic value", and the provision of work or services is expressly permitted as a contribution in exchange for shares. However, there is an important nuance: work and services may not be contributed to cover the share capital itself. In other words, they can cover shares, but the statutory minimum capital must be covered by cash or transferable assets. Additionally, in a similar manner to Sp. z o.o, where the S24 online route is used for the first share issue, only cash contributions are permitted for that issue.
For the proposed EU Inc., shares may have no nominal value by default unless the articles provide otherwise. The regulation allows a flexible approach to contributions, including non-cash contributions. The full scope of permissible contribution types – including whether work and services are accepted – is subject to the governing articles and applicable national law where not specified in the regulation.
The timeline for making contributions also varies. For Sp. z o.o. via the notarial route, the entire share capital must be contributed before registration. Under the S24 route, the share capital must be contributed no later than seven days from the date of registration. For PSAs, contributions must be made in full within three years from the date of registration, with the articles or the management board able to set specific payment deadlines – this three-year deferred contribution period is one of the PSA's most founder-friendly features and is not available in any form in the Sp. z o.o. There is no single mandatory contribution timeline prescribed in the proposed EU Inc. regulations.
Founders of existing domestic vehicle may find EU Inc. an attractive proposition. Based on what we know at this stage, the EU Inc. could be particularly appealing for start-ups and scale-ups operating across borders. Whether this measure will result in a meaningful simplification in practice remains to be seen and can only be assessed in light of future practical experience.
The real competitive advantage of EU Inc. over the PSA lies in its cross-border utility: a single, jurisdiction-neutral legal form that is recognisable across all EU member states, without the need to establish parallel national entities.
There are several differences in shareholder protections in the current EU Inc. proposal, compared with traditional Polish incorporated companies.
Firstly, there is the individual right of inspection. For both the Sp. z o.o. and the PSA, each shareholder has a statutory individual right of control: the right to inspect the company's books and documents, and to request written explanations from the management board. Under the proposed EU Inc. regime, shareholders have a right to receive information before and during the general meeting and a right to ask questions. The right of access to accounting books is not an absolute statutory right – it may be granted by the articles of association rather than being guaranteed by law. This is a weaker default position than in either Polish form, where the statutory inspection right exists regardless of what the articles say.
In terms of challenges of resolutions, for both the Sp. z o.o. and the PSA, shareholders and certain other authorised persons may bring a court action to have a shareholders' resolution set aside where it conflicts with the articles of association or with good commercial practice, or where it is aimed at harming a shareholder. A separate action may be brought to have a resolution declared void where it conflicts with mandatory law. Both actions are subject to strict standing requirements and time limits. By contrast, the proposed EU Inc. regulation does not set out a self-contained resolution challenge mechanism.
For Sp. z o.o. companies, shareholders representing more than half of the share capital may bring a court action to exclude a specific shareholder for important reasons, but there is no statutory mechanism for a minority shareholder to force a buyout. The PSA offers both mechanisms: majority-initiated exclusion and minority-initiated exit at fair value where there is a serious reason related to the company's affairs or shareholder relations. The proposed EU Inc. regulation provides a court-ordered exit right for minority shareholders in cases of oppressive conduct: a shareholder who considers that the company's affairs are being conducted in a manner that is unfairly prejudicial to their interests may apply to the court for an order requiring the company, for the account of the remaining shareholders, to acquire their shares at fair value, with the company and remaining shareholders jointly and severally liable for payment.
Under both a Sp. z o.o. and a PSA, management board members may be personally liable to creditors if enforcement against the company is ineffective, unless they can rely on statutory defences – timely insolvency/restructuring filing, lack of fault, or no creditor loss. The EU Inc. regulation provides for directors’ liability to the company for breach of duty, but leaves liability toward third parties to applicable national law. It is therefore uncertain whether Polish courts would apply the Polish creditor protection regime to EU Inc. directors. If not, creditors of an EU Inc. may have no recourse against management beyond formal insolvency proceedings, resulting in materially weaker protection than under Polish corporate forms.
In terms of liability of management body members for unlawful distributions, for Sp. z o.o. companies contributions may not be returned to shareholders during the life cycle of the company, and shareholders may not receive payments from company assets needed to cover the share capital.
In terms of distribution controls in liquidation, for Sp. z o.o., liquidators must make a public announcement calling creditors to submit their claims; assets may not be distributed to shareholders until all creditors have been satisfied or secured, and distribution cannot take place earlier than six months after the announcement. Similarly, for PSAs, liquidators must call creditors to submit their claims within three months, and distribution of assets cannot take place until all creditors have been satisfied or secured. Under the proposals for the EU Inc. regime, in a standard – solvent – liquidation, creditors may submit claims online to the company or liquidator. In the accelerated liquidation procedure, creditors have a 30-day objection period from the date of disclosure of the required documents in the register; a creditor who objects within that period may require the company to switch to the standard liquidation procedure. The 30-day objection period under EU Inc.'s accelerated route is materially shorter than the protection periods under both Polish forms and will require careful attention in practice.
The following protections available to shareholders and creditors under both Polish forms could be absent or weaker in EU Inc.:
In general terms, the scope of directors' duties is broadly aligned across all three types of companies. The management body is typically responsible for managing the company's affairs and representing it externally.
In the case of Sp. z o.o., members of the management board are required to exercise professional diligence in the performance of their duties and are subject to a duty of loyalty toward the company. Where a conflict of interest arises, a management board member must disclose it to the other board members and to the shareholders and must refrain from participating in the relevant decision. Management board members are also bound by a duty of confidentiality in relation to company information, surviving the termination of their mandate, and are subject to a non-compete obligation, subject to the company's consent or a provision in the articles. Management board members are liable to the company for loss caused by non-performance or improper performance of their duties, but benefit from a safe harbour equivalent to the business judgement rule: a board member does not breach the duty of professional diligence if, acting loyally in the interests of the company, they make a business decision within the bounds of reasonable business risk, on the basis of information, analysis and opinions that should reasonably have been taken into account in the given circumstances.
The duties of members of all PSA corporate bodies – whether a management board, a supervisory board, or a one-tier board of directors – are formulated in materially the same way as in the Sp. z o.o.: duty of professional diligence, duty of loyalty, conflict-of-interest disclosure and abstention, post-mandate confidentiality, and non-compete subject to consent or articles. The liability standard and business judgment rule safe harbour are also the same. The practical difference between the two forms is one of governance structure rather than duty standard: the PSA offers a choice between a traditional two-tier structure (management board, supervisory board) and a one-tier board of directors, whereas the Sp. z o.o. uses a management board as its executive body (with optional supervisory board).
For EU Inc., the regulation expressly requires management board members to act in accordance with the articles of association, in good faith and in the best interests of the company, and with due care, skill and diligence. Management board members are liable to the company for losses caused by breach of these duties. The regulation expressly incorporates a business judgement rule safe harbour: a management board member does not breach the duty of care where they act in good faith, with the diligence of a reasonably prudent person, and with a reasonable belief that they are acting in the best interests of the company. A management body member is also not liable to the company for actions taken on the basis of a lawful resolution of the general meeting.
When it comes to conflicts of interest, for Sp. z o.o. companies, management board members must disclose conflicts of interest and abstain from relevant decisions, with no explicit provision requiring shareholder approval for related-party transactions beyond the general conflict-of-interest rules. The same disclosure and abstention rules apply to PSA-incorporated companies, with the articles able to provide for specific related-party approval mechanisms. For the proposed EU Inc. regime, management board members must disclose conflicts of interest and are required to refrain from participating in the relevant decision unless the general meeting or the articles of association expressly permit otherwise. The articles may additionally establish specific disclosure and approval arrangements for transactions with related parties, with management body members who breach these requirements being liable for resulting losses.
The following Polish law provisions could in principle remain relevant to directors of an EU Inc. operating in Poland, but their application is uncertain:
Directors managing a business in Poland remain subject to Polish employment, tax and regulatory law regardless of the legal form of the business.
At this stage, the proposed EU Inc. regulation does not provide full scope of directors' liability rules and leaves room for application of the Polish respective regulations. Such a solution creates uncertainty not only in relation to the scope of liability, but also to which Polish laws will consequently apply.
The proposed EU Inc. regime introduces a fully digital liquidation process, including an accelerated procedure that may be completed in around three months. Creditors may submit claims online and, in accelerated liquidations, have only 30 days to object. This is materially shorter than the creditor protection periods under Polish law (six months for a Sp. z o.o. and three months for a PSA) and may weaken creditor protection. The regulation is also unclear as to the interaction between EU Inc. entities and national insolvency and restructuring regimes. While we expect Polish insolvency and restructuring laws to apply where the 28th regime is silent, the scope of directors’ duties and liability in an insolvency context remains uncertain.
The most significant impact concerns speed and ease of incorporation. Both domestic forms require a notarial deed as the default route – a process that routinely takes from seven days to a couple of weeks – with the online template alternative restricted to cash-only contributions and taking up to seven business days in practice. EU Inc.'s 48-hour template-based route is fully online, requires no notarial involvement at any stage, and is available to founders regardless of their location within the EU. For founders operating in a competitive, time-sensitive environment, this represents a material practical advantage over both Polish forms.
A further significant advantage of EU Inc. over both domestic forms concerns share transfers and the share register. In the Sp. z o.o., transfers require written form with notarially certified signatures as the default. In the PSA, while the transfer document itself requires only ordinary documentary form, the share register must by law be maintained by an external regulated entity – a licensed brokerage house, bank or notary – creating an ongoing administrative and cost burden. In EU Inc., the company maintains its own digital share register, with no external entity required and no notarisation permitted as a condition of transfer; transfers are executed and registered entirely online within three business days of notification.
EU Inc.'s accelerated liquidation provides a 30-day creditor objection period, which is materially shorter than the six-month minimum under the Sp. z o.o. and the three-month notice period under the PSA. Similarly, the simplified insolvency procedure for innovative start-ups provides a 30-day claims period. These shorter windows are a regression in creditor-side procedural protection compared with both domestic forms and will require creditors to monitor EU Inc. counterparties more actively.
The regulation relies heavily on national law to fill gaps. In each member state, the applicable law is that of the domestic form designated by that state. In Poland it seems that the PSA is the most natural candidate given its structural proximity to EU Inc., but this should be expressly confirmed in domestic implementing legislation. Additionally, the extent of the deferral to national law means that EU Inc. may operate materially differently across member states, creating a risk that what presents itself as a single harmonised European form is in practice a patchwork of national variants – significantly undermining the predictability and cross-border utility that is the form's principal selling point.
EU Inc. will be an entirely new form with no established case law, commentary or market practice in Poland for many years, creating interpretation risk. Moreover, since EU Inc. will operate across 27 member states, divergent approaches by local courts and authorities – particularly in the early years – may cause uncertainty for investors.
The EU Inc. regulation does not replicate the Polish rule of management board personal liability toward creditors on enforcement failure, and defers director liability toward third parties to national law without clearly identifying which national law applies – how Polish courts will apply this as an overriding mandatory provision is uncertain. The 30-day accelerated liquidation objection period is significantly shorter than the protections under both Polish forms, which may significantly harm creditors' rights in comparison to the current Polish regulations.
EU Inc. could act as a meaningful alternative for foreign clients that wish to establish an entity in Poland. Since PSA is not yet so popular amongst investors and Sp. z o.o.’s regulation is more traditional, we see a clear opportunity for EU Inc. It may prove to be particularly attractive to investors interested in establishing an entity in Poland, knowing that they can rely on the same operating rules as other EU countries where they already conduct business.
